Selling a Large Business

MERGERS and ACQUISITIONS – The Purchase or sale of businesses worth over $1,000,000 has a DIFFERENT process

At Transworld I am part of the mergers and acquisition department. We are a select team of professionals that specialize in larger transactions.

What qualifies a business to be an M&A transaction? There are several situations that could make your business qualify for our M&A department:

Your business has earnings greater than 1 million dollars. When business grows to this size they become targets for acquisition by industry players.

Your business is too large for an individual buyer to purchase or finance through conventional methods. Once your business is worth multi millions, a single individual usually will not purchase it (most multimillionaires do not wish to work).

Your business is in an industry that is currently being “rolled up”. In some industries, strategic buyers that want to consolidate the marketplace will purchase even small businesses.

Your business is experiencing incredible growth. If you business is running out of capital because of growth, it may be an M&A target.

You want to grow your business and perhaps retain some equity. If that is the case, you will need M&A expertise.

THE M&A SELLING PROCESS

UNDERSTANDING YOUR GOALS

We meet with you and perhaps your advisors to understand your future goals. There can be many situations that could be present. Important issues include:

Your company is growing and you need capital.

Your company is growing and you need expertise to take it to the next level.,

You would like to take some chips off the table.

You need to retire and there are no family successors.

There are family successors and they will need capital and/or expertise.

You have been approached by your competition to sell your business.

There is an industry consolidation happening.

The marketplace is changing and you cannot or are not willing to invest to keep up.

You’re tired and want to do something else with your life.

What ever the issues are we need to understand them completely.

REVIEW YOUR OPTIONS

There are many options that you must consider. Transworld can help you understand them all. Important issues include:

Is it time to sell?

Who are the buyers?

Strategic or financial?

Can I raise capital?

Can or should I go public?

Will I have to stay on and how long?

What are Transworld’s fees?

Are their any upfront fees? (Most probably NO!!!)

VALUATION!

Transworld can help you understand how much the company worth! Important issues include:

Should I pay for a valuation? How much? (Not 50k!!!!)

What multiple applies to my business?

What methods or rules of thumb are used in our industry?

Do assets matter?

Do you apply gross sales

What are the tax implications?

CREATE A STRATEGIC PLAN

Those who fail to plan, plan to fail. Transworld M&A will set up a plan of action to take your business to market. Important issues include:

Which buyers do we approach first?

How do we get the best price?

How do we create completion for the deal?

How do we keep it CONFIDENTIAL!

Preparing the right marketing package (Deal book!)

CREATE A STRATEGIC PLAN

Those who fail to plan, plan to fail. Transworld M&A will set up a plan of action to take your business to market. Important issues include:

Which buyers do we approach first?

How do we get the best price?

How do we create completion for the deal?

How do we keep it CONFIDENTIAL!

Preparing the right marketing package (Deal book!)

NETWORK AND MARKET THESALE

Transworld is one of the largest and most successful business sale organizations in the country! We work our M&A differently! Important issues include:

The multifaceted approach. First strategic buyers, then financial, then open market.

Create competition for the deal! To get you the best price!

Qualify buyers

Review their qualifications.

MEET WITH PROSPECTIVE BUYERS

Transworld will attend most meetings with buyers and be present on conference calls. We will prepare before hand. We will also have a post meeting to go over how the meeting progressed. Important issues include:

Meet with only the best buyers.

How to handle conference calls.

How to handle face-to-face meetings.

Limited but important information.

SOLICIT AND REVIEW LETTERS OF INTENT (LOI’S)

Transworld will work with you and your advisors to decide who is the best buyer, and which one will eventually close! Important issues include:

Who’s the best buyer?

Cash, notes, earnouts, stock, escrow?

Senior debt, mezzanine, secondary?

No shops and non-solicitation agreements?

NEGOTIATE THESALE

Transworld has an in house rigorous training program to refine negotiating skills. Most companies in the M&A process are professional buyers, you need an expert on your side. Important points include:

Negotiation never ends.

What should be in the LOI?

When should the definitive agreements be drawn?

How long for due diligence?

Who pays the attorneys, CPA’s?

Is an audit necessary?

DUE DILIGENCE

50% of unmanaged deals die in due diligence. Transworld will quarterback this process and keep everyone in the game. Important issues include:

What information is necessary?

Where is due diligence done?

What to do when the buyer asks you to cut out the intermediary, your attorney, or CPA?

How not to get a “haircut” as the deal progresses!

CLOSE THE DEAL!

Once due diligence is over, then the M&A process must be completed. Transworld will work tirelessly to get the transaction closed! Important issues include:

Review and negotiate definitive agreements.

Follow up with financing sources.

Arrange real estate sales or lease transfers.

Notify key employees at the appropriate time.

Help arrange wire transfers.

Make reservations for the celebratory dinner!!! (Perhaps even pick up the tab!)